Plaintiff, the Federal Trade
Commission ("Commission"), has commenced this action by filing its Complaint.
The Commission and defendants GreenHorse Communications, Inc. ("GreenHorse") and
Lynn Haberstroh ("Haberstroh"), represented by the attorneys listed below, have
agreed to the Courts entry of this Stipulated Final Judgment and Order for Permanent
Injunction ("Order") to resolve all matters in dispute between them in this
action, without admission of liability, and without trial or adjudication of any issue of
law or fact herein. Plaintiff Commission and the defendants having requested the Court to
enter this Order,

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED as follows:

I. FINDINGS

1. This is an action by the Commission instituted under Sections 13(b) and
19 of the Federal Trade Commission Act ("the FTC Act"), 15 U.S.C. §§ 53(b) and
57b. The complaint seeks permanent injunctive relief against the defendants for alleged
unfair or deceptive acts or practices in connection with the sale of a business venture.

2. The Court has jurisdiction over the subject matter of this case and
over the defendants. Venue in the District of New Hampshire is proper under 28 U.S.C.
§§ 1391(b) and (c), and 15 U.S.C. § 53(b).

3. The Complaint states a claim upon which relief may be granted against
the defendants under Sections 5(a), 13(b), and 19 of the FTC Act, as amended, 15 U.S.C.
§§ 45(a), 53(b), and 57b.

4. The Commission has the authority under Sections 13(b) and 19 of the FTC
Act, 15 U.S.C. §§ 53(b) and 57b, to seek the relief it has requested.

5. The activities of the defendants as alleged in the Commissions
complaint were or are in or affecting commerce, as "commerce" is defined in
Section 4 of the FTC Act, 15 U.S.C. § 44.

6. Entry of this Order is in the public interest.

II. DEFINITIONS

For purposes of this Order, the following definitions shall apply:

1. "Franchise" is defined as that term is defined by Section
436.2(a) of the Commissions Trade Regulation Rule entitled "Disclosure
Requirements and Prohibitions Concerning Franchising and Business Opportunity
Ventures" ("the Franchise Rule"), 16 C.F.R. § 436, which is attached
as Exhibit A, and includes "business opportunity ventures" as discussed in the
Commissions Final Interpretive Guide for the Franchise Rule, 44 Fed. Reg. 49966
(Aug. 24, 1979). The term "franchise" in this Order shall also encompass any
successor definition in any later trade regulation rule promulgated by the Commission.

2. "Business venture" is defined as any written or oral business
arrangement, however denominated, whether or not covered by the Franchise Rule, which
consists of the payment of any consideration for:

a. The right or means to offer, sell, or distribute goods or services
(whether or not identified by a trademark, service mark, trade name, advertising, or other
commercial symbol); and

b. More than nominal assistance to any person or entity in connection with
or incident to the establishment, maintenance, or operation of a new business or the entry
by an existing business into a new line or type of business, including but not limited to
recommendations of companies providing location services.

III. PROHIBITED BUSINESS PRACTICES

IT IS THEREFORE ORDERED that the defendants, and their officers,
agents, servants, employees, and attorneys, and all other persons or entities in active
concert or participation with them, who receive actual notice of this Order by personal
service or otherwise, are permanently restrained and enjoined from violating any provision
of the Franchise Rule, or as the Rule may hereinafter be amended. The Franchise Rule is
incorporated herein as if fully set forth verbatim.

IV. CONSUMER REFUND AND RESCISSION PROGRAM

IT IS FURTHER ORDERED that:

A. Defendant GreenHorse shall, within 7 calendar days of the issuance of
this order, send by registered mail, a written notice offering a refund and contract
rescission, in the form attached as Exhibit B, to every person who has purchased the
GreenHorse Opportunity business venture.

B. Defendant GreenHorse shall, within 30 calendar days of receiving a
refund and rescission request, send, by registered mail, a check to the purchaser for the
full amount due and a confirmation that the purchasers contract has been rescinded.

C. Defendant GreenHorse shall, within 7 calendar days of receiving such a
request, send a notification containing the name, address and telephone number of the
person who sent the refund and rescission request to:

D. Defendant GreenHorse shall, within 7 calendar days of the issuance of
this order, send to Attorney Daniel P. Barry of the Federal Trade Commission a list
containing the names, addresses and telephone numbers of every person who purchased a
GreenHorse Opportunity business venture.

E. This action and the relief awarded herein, is in addition to and not in
lieu of any other civil or criminal remedies as may be provided by law, including any
other proceedings the Commission may initiate to enforce this Order.

V. CUSTOMER LISTS

IT IS FURTHER ORDERED that the defendants, and their officers, agents,
servants, employees, and attorneys, and all other persons or entities in active concert or
participation with them, who receive actual notice of this Order by personal service or
otherwise, are permanently restrained and enjoined from selling, renting, leasing,
transferring, or otherwise disclosing the name, address, telephone number, credit card
number, bank account number, e-mail address, or other identifying information of any
person who paid any money to any defendant, at any time prior to entry of this Order, in
connection with the sale of any business venture. Provided, however, that the defendants
may disclose such identifying information to a law enforcement agency or as required by
any law, regulation, or court order.

VI. COSTS AND ATTORNEY FEES

IT IS FURTHER ORDERED that:

A. Each party to this judgment shall bear its own costs and attorney fees
incurred in connection with this action.

B. Notwithstanding any other provision of this Order, the defendants agree
that the facts as alleged in the complaint in this action shall be taken as true in any
subsequent litigation filed by the Commission to enforce its rights pursuant to this
Order, including but not limited to a nondischargeability complaint in any bankruptcy
proceeding.

VII. ADMINISTRATION ASSISTANCE AND COMPLIANCE

IT IS FURTHER ORDERED that:

A. The defendants shall aid and assist the Commission or its designated
agent, without compensation and in any manner reasonably requested in writing by
Commission staff, in the administration of this Order. Such aid and assistance may include
but is not limited to:

1. Providing the Commission or its designated agent with the names and
last known addresses of all present and past customers and employees of the defendants,
and such other information regarding the defendants customers and employees that the
Commission or its designated agent deems relevant to the administration of this Order.

2. Permitting the Commission or its designated agent reasonable access to
all documents pertaining to the defendants customers and employees.

3. Cooperating fully in procuring the assistance of any third party that
the Commission or its designated agent may deem necessary for the administration of this
Order.

B. For a period of five (5) years from the date of this Order, the
defendants shall maintain, preserve and make available for examination and copying by a
duly authorized representative of the Commission, upon reasonable notice, during normal
business hours, all books, accounts, written materials or other records reasonably
necessary to assess the defendants compliance with this Order, including, but not
limited to, the following records:

1. A copy of each advertisement, radio script, television script, and film
published or disseminated by the defendants.

2. Records disclosing the date or dates each advertisement, script or film
was published or disseminated.

3. The name and address of each publication or broadcast media
disseminating each advertisement, script or film.

4. A copy of each brochure, flyer or other type of promotional literature
published or disseminated by the defendants.

5. A copy of each telephone script used by the defendants.

6. The name, address, and telephone number of all purchasers of the
defendants goods or services.

C. For a period of five (5) years from the date of this Order, the
defendants shall deliver a copy of this Order, the Franchise Rule, and the Statement of
Basis and Purpose for that Rule to all present and future sales persons, employees,
agents, servants, independent contractors, those for whom the defendants act as
consultants, and all persons in active concert or participation with the defendants in the
sale of any business venture, and secure from each such person a signed statement
acknowledging receipt of a copy of this Order and their written agreement to adhere
thereto. This paragraph is not intended to apply to suppliers, advertising agents or
media, or vendors.

D. For a period of five (5) years from the date of this Order, the
defendants shall notify the Commission at least thirty (30) days prior to any proposed
change in the defendants business including, but not limited to, merger,
incorporation, dissolution, assignment or sale which results in the emergence of a
successor corporation, the creation or dissolution of a subsidiary or parent, or any other
change which may affect the defendants obligations under this judgment. In the event
that a successor corporation emerges, an assignment occurs, or a subsidiary is created
during this five (5) year period, such notice shall state that the defendants have
delivered a copy of this Order to such successor, assignee or subsidiary and have informed
them that this Order is binding upon them.

E. For a period of five (5) years from the date of this Order, defendant
Haberstroh shall notify the Commission in writing within thirty (30) days of each
affiliation with a new business or employment, including self-employment, whose activities
include the sale or offering for sale of a business venture, or her affiliation with a new
business or employment in which her duties and responsibilities involve the sale or
offering for sale of a business venture.

F. Within ninety (90) days after the entry of this Order, the defendants
shall file with the Commission a report stating the fact and manner of their compliance
with this Order, including the names and positions of all persons provided a copy of this
Order pursuant to Paragraph VII(C) above.

G. All written notices that the defendants are required to provide to the
Commission shall be mailed to:

H. The Commission may otherwise monitor the defendants compliance
with this Order by all lawful means available, including, but not limited to, the use of
investigators or others posing as consumers.

VIII. RETENTION OF JURISDICTION

IT IS FURTHER ORDERED that this Court shall retain jurisdiction of
this matter for all purposes.

IX. WAIVER OF CLAIMS

Defendants GreenHorse and Haberstroh waive any claims that either of them
may have held under the Equal Access to Justice Act, 28 U.S.C. § 2412, amended by
Pub.L. 104-121, 110 Stat. 847, 863-64 (1996), concerning prosecution of this action to the
date of this Order.

SO ORDERED this day of
, 1998.

UNITED STATES DISTRICT JUDGE

The parties hereby stipulate and agree, without further notice to any of
them, to entry of the foregoing Order, which shall constitute a Final Judgment against
defendants GreenHorse and

GreenHorse Communications, Inc. is offering to you, as a purchaser of its
GreenHorse Opportunity business venture, the option of canceling your involvement in this
venture and receiving a full refund of the programs purchase price. If you would
like to take advantage of this offer, you may do so by sending a written request for
cancellation of your contract and for a refund to:

Any request for a refund must be made within 30 days of the date of
receipt of this letter. If you request a refund, you must return the GreenHorse materials
in your possession and stop using the GreenHorse name. You must also return all computer
hardware and software provided to you by GreenHorse. Please include your name, address,
and telephone number in your request, and send a separate copy of the request to: